Securities and Exchange Commission
Washington, D.C. 20549
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
GOLDEN STATE PETRO (IOM I-A) PLC
GOLDEN STATE PETRO (IOM I-B) PLC
Amendment No. 2 to the
8-K
Dated March 16, 1998
FORM 8-K/A2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: March 5, 1998 (Date of earliest event reported)
REGISTRANTS: GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
GOLDEN STATE PETRO (IOM I-A) PLC
GOLDEN STATE PETRO (IOM I-B) PLC
(Exact Name of Registrants as Specified in Their
Charters)
STATE OF Delaware
INCORPORATION Isle of Man
OR REGISTRATION: Isle of Man
(State of Incorporation or Other Jurisdiction of
Incorporation or Organization)
c/o Cambridge Fund Management LLC
535 Madison Avenue
New York, NY 10022
(212) 508-6516
(Address, including zip code, and telephone number of
principal executive offices of Golden State
Petroleum Transport Corporation)
c/o 15-19 Athol Street
Douglas, Isle of Man 1M1 1LB
011-44-1-62-4628575
(Address, including zip code, and telephone number of
principal executive offices of Golden State Petro
(IOM I-A) PLC and Golden State Petro (IOM I-B) PLC)
COMMISSION FILE
NUMBER: 333-26227
I.R.S. EMPLOYER 13-392-7016
IDENTIFICATION N/A
NUMBER N/A
<PAGE>
ITEM 4. On March 5, 1998, Coopers & Lybrand L.L.P. resigned
as the companies' certifying accountants.
Coopers & Lybrand's opinion on the registrants'
financial statements as of March 31, 1997 and for the
period from inception of the companies (December 5,
1996 - Golden State Transport Corp. and December 24,
1996 for Golden State Petro IOM I-A and I-B),
contained no adversities, disclaimers, uncertainties
or qualifications.
The resignation of Coopers & Lybrand L.L.P. was not
recommended or approved by the Companies' Board(s) of
Directors as it was the decision of Coopers & Lybrand
L.L.P. not to continue as the Companies' auditors.
Certain persons who serve as officers or directors of
the Registrant also serve as officers of one or more
companies affiliated with the Registrant. In the
course of performing audits for certain of those
affiliates (none of which has any class of securities
registered under the federal securities laws),
Coopers & Lybrand L.L.P. ("C&L") informed management
of those affiliates that C&L was no longer willing to
rely on the representations of management of those
affiliates or of the Registrant, because of C&L's
belief that management of those affiliates had failed
to disclose to C&L certain matters relating to those
affiliates (but unrelated to the business or
financial condition of the Registrant) in a timely
manner. Although management of those affiliates of
the Registrant has advised C&L that it believes that
it did make disclosure to C&L in a timely manner of
all material matters regarding those affiliates, C&L
resigned as the accountants for those affiliates as
well as all other companies affiliated therewith,
including the Registrant.
Attached hereto is the Accountant's Letter filed in
connection with this Amendment No. 2 pursuant to Item
304 of Regulation S-K.
SIGNATURE: Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrants have duly
caused this report to be signed on their behalf by
the undersigned, hereto duly authorized.
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
GOLDEN STATE PETRO (IOM I-A) PLC
GOLDEN STATE PETRO (IOM I-B) PLC
DATE: May 6, 1998 Joseph R. Avantario
/s/ Joseph R. Avantario
--------------------------
Director and Treasurer
Coopers & Lybrand Letterhead
May 1, 1998
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
This is our letter pursuant to Regulation S-K item 304(a)(3).
We have read the statements made by Golden State Transport Corporation, Golden
State Petro (IOM-A) PLC and Golden State Petro (IOM-B) PLC (copy attached),
which we understand have been filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K/AI report dated April 27, and 8-K/A2
dated May 6, 1998. We believe the following additional information is required
in order to adequately respond to the requirements of Regulation S-K item
304(a)(1) and for us to agree with the form 8-K/Al and 8-K/A2.
During the course of auditing the financial statements of affiliates of the
Registrant, Coopers & Lybrand L.L.P.("C&L") informed the management of the
affiliates and the Registrant (collectively, "Management") that we were no
longer willing to rely on the representations of Management because:
o Management had provided misinformation to a lender concerning
the status of a C&L audit of an affiliate of the Registrant,
and Management delayed in correcting such information for a
period of two weeks after being notified by C&L of this
matter.
o Management had failed to disclose to C&L that a lender had
accelerated debt and that a complaint had been filed against
the lender by the affiliate.
o Management had asserted that it had provided C&L with minutes
of all meetings of the board of directors and when C&L
requested a management representation to that effect,
additional minutes and information were provided to C&L.
In addition, we do not agree with the statement in the 8-K/AI that "management
advised C&L that it believed that the disclosures described above were made to
C&L by management in a timely manner." No such communication by Management
occurred.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
